| 1 | Definitions and Interpretations |
| 1.1 | In these Terms and Conditions unless the context otherwise requires: |
| | Agreement means the agreement between Webevents and the Client for the provision of the Services pursuant to the Purchase Order and subject to these Terms and Conditions;
Client means the person named in the Purchase Order;
Client Content means Content developed and/or provided by Webevents for use in connection to or in relation to the Services in which the Intellectual Property Rights are vested in the Client;
Commencement Date means the date upon which the Agreement commences being either the date the Purchase Order is signed by the Client or the date of the email confirmation of Purchase Order received from the Client;
Content means articles, papers and promotional stories developed and/or provided by Webevents in the provision of the Services;
Google means the UK search engine of Google at www.google.co.uk with the search parameters set to "pages from the UK" and the number of results to display set to 10;
Information means all personal data and information of whatever kind or nature which one party obtains from the other under this Agreement whether or not it is in tangible or documented form;
Initial Term means the minimum term of the Agreement as set out in Clause 8;
Intellectual Property Rights means all copyright and other intellectual property rights howsoever arising and in whatever media, whether or not registered including, without limitation, patents, trade marks, service marks, database rights, trade names, logos, rights in designs and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world and all know-how, goodwill, confidential information and all other intellectual property rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world, for their full term and any extension or renewal thereof;
Paid For Ranking means appearing in the search results of the paid for listings on Google;
Premium Ranking means appearing in the search results within the top 10 on Google;
Purchase Order means the confirmation provided by Webevents setting out the Client's order for the Services;
Rank or Ranked means achieving a Standard, Premium or Paid For Ranking;
Relevant Article means, in respect of the WebTrafficker Instant Services, the article which is relevant for the purpose of achieving the Rank. This will generally be the First Article but in the event that a Second Article or a Third Article has been published and has achieved the Rank within 28 days of publication, the Relevant Article will be this Second Article or Third Article respectively;
Services means the services to be provided to the Client by Webevents as set out in the Purchase Order and in accordance with these Terms and Conditions;
Software means the software and/or technology developed and/or to be developed by Webevents including the structure and architecture of the software and the underlying software code;
Standard Ranking means appearing in the search results within the top 11 – 20 on Google;
VAT means value added tax and any tax which may from time to time replace it;
Webevents or We means Webevents Limited (trading as the WebMarketing Group) (registered in England under Company Number 3984604) of 1Cardale Park, Harrogate, HG3 1RZ;
Webevents' Content means Content developed and/or provided by Webevents for use in connection to or in relation to the Services in any form and other related materials but not including Client Content;
Webevents' IPR means the Intellectual Property Rights vested in Webevents including but not limited to the Intellectual Property Rights in the Software and the Webevents' Content;
Webevents' Websites means any one of the websites owned by Webevents including but not limited to www.webeventseurope.com, www.cim365.com and www.customerinteractionmanagement365.com which from time to time may be used for the purpose of achieving a Ranking on Google; and
Website means the website owned by Webevents at www.webmarketinggroup.co.uk |
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| 1.2 | The headings in these Terms and Conditions are for ease of reference and shall not affect the interpretation of the Agreement. |
| 1.3 | Any reference in these Terms and Conditions to any provision of a statute shall (except where the context otherwise requires) be construed as a reference to that provision as amended, modified, extended or re-enacted at the relevant time and shall include any subordinate legislation, including statutory instruments or regulations made under any of the foregoing. |
| 1.4 | In these Terms and Conditions, where the context permits, words denoting the singular shall include the plural and vice versa, words denoting any gender shall include all genders and references to persons shall include bodies corporate, unincorporated associations and partnerships. |
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| 2 | The Services |
| 2.1 | Webevents will provide the Client with the Services in accordance with the Agreement. |
| 2.2 | Webevents will commence the provision of the Services from the Commencement Date. |
| 2.3 | Webevents' performance of the Services is dependent upon the Client providing such information as Webevents may reasonably require from time to time. |
| 2.4 | In respect of the WebTrafficker Instant Services: |
| | 2.4.1 Webevents will, in consultation with the Client, agree a targeted search phrase to best reflect the Client's products and services;
2.4.2 Webevents will provide one article (the "First Article") of optimised Content to the Client on an exclusive basis during the term of the Agreement and this will be published on the Webevents' Websites;
2.4.3 Webevents shall use its best endeavours to ensure that the First Article has achieved the Rank within 28 days of such publication;
2.4.4 if the First Article has not achieved the Rank within 28 days of publication, the Client may request and is entitled to a full refund of the applicable monthly fee.
2.4.5 if, after the initial 28 day period, the First Article fails to Rank, Webevents will, in consultation with the Client, agree a revised targeted search phrase to improve the Article's position on Google and will re-publish the Article (the "Second Article"). Should the Second Article fail to Rank within 28 days of publication, Webevents will, in consultation with the Client, agree a third targeted search phrase and will re-publish the Article (the "Third Article"). Subject to Clause 2.4.6, in the unlikely event that the Third Article fails to Rank, the Client may cancel the Agreement and receive a refund of all applicable monthly payments. Webevents is under no obligation to provide greater than three targeted search phrases under this Agreement.
2.4.6 if the Relevant Article has not achieved the Rank, Webevents may at its own cost implement pay per click advertising on the targeted search phrase in order to achieve the Rank of the Relevant Article. Should Webevents decide to implement such pay per click advertising, the Client's ability to cancel the Agreement under Clause 2.4.5 shall not apply and no refund will be due to the Client other than in accordance with Clause 2.4.4. Nothing in this Clause shall constitute an obligation for Webevents to implement pay per click advertising on the targeted search phrase.
2.4.7 for the duration of the Agreement, Webevents will, at the Client's request, review the position of the Relevant Article on Google over the four week period prior to the Client's request and will refund to the Client:
• 50 percent of the pro-rata fee paid for each week where the Relevant Article has not achieved a Premium Ranking or a Paid For Ranking; or
• 100 percent of the pro-rata fee paid for each week where the Relevant Article has not achieved a Standard Ranking.
2.4.8 in the rare event that the updating of indices at Google's data centres results in different data centres returning differing positions on Google, the Client agrees that the position of the article link for the agreed search phrase in Google on the Webevents' computer (and, on request, sent via a screen capture to the Client) will determine the Ran |
| 2.5 | The provision of the WebTrafficker Services for Content Writing, Link Building, Pay Per Click, Search Engine Optimisation, Tracking, WebMailer and any services other than the WebTrafficker Instant services which may be offered from time to time, will not be subject to performance guarantees except where expressly stated otherwise in this Agreement. |
| 2.6 | The WebTrafficker Instant Services are not subject to performance guarantees except as expressly stated in Clause 2.4. The Client acknowledges that Webevents does not provide any performance guarantees or promises whatsoever in respect of traffic, visitors or click-throughs in respect of the WebTrafficker Instant Services or any of the WebTrafficker Services which may be offered from time to time. |
| 2.7 | Webevents is unable to ensure or guarantee the security of information transmitted over the internet. Any information or data transmitted through the use of or in connection or relation to the Services is at the Client's risk. |
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| 3 | Fees and Payment |
| 3.1 | The fees for the Services are as stated in the Purchase Order. |
| 3.2 | The Client will be invoiced in accordance with the following payment terms unless expressly stated otherwise in the Purchase Order: |
| | 3.2.1 where the Services are subject to a set-up fee or deposit, such fee will be payable by the Client immediately upon the Commencement Date. Any set-up fee or deposit is non-refundable.
3.2.2 all other fees including ongoing or recurring monthly fees will be payable immediately upon receipt of invoice throughout the term of the Agreement. |
| 3.3 | If payment is not received in accordance with the payment terms specified in the Agreement, Webevents shall be entitled, without prejudice to any other rights that it may have, to charge the Client interest accruing on the sum due to Webevents at the rate of four per cent above the annual base lending rate of Barclays Bank plc, from time to time, and reserves the right to suspend the provision of the Services and restrict the Client's use of the Services until such time as payment is received. |
| 3.4 | Should the Client breach the payment terms specified in the Agreement, Webevents reserves the right to demand immediate payment of the full balance of fees payable under the Agreement. |
| 3.5 | Fees may be subject to amendment or variation from time to time and Webevents will notify the Client of such changes with 30 days notice by publishing an amended price list on its Website. Webevents reserves the right to amend the fees payable by new clients without affecting the fees payable by the Client. |
| 3.6 | Any changes requested by the Client during the term of this Agreement may result in an administration fee being charged to the Client. |
| 3.7 | All fees for the Services are stated and payable in British Pounds. Fees do not include VAT or any other taxes that may from time to time be applicable. |
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| 4 | Cancellation and Refunds |
| 4.1 | The Agreement cannot be cancelled or terminated other than in accordance with Clause 2.4.5, Clause 8 or Clause 15.2, except with the express written agreement of Webevents. |
| 4.2 | Cancellation of the Agreement other than in accordance with Clause 2.4.5, Clause 8 or Clause 15.2 at the request of the Client will be subject to a minimum cancellation charge of 50 per cent of the fees payable under the Agreement. |
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| 5 | Intellectual Property Rights |
| 5.1 | Except as expressly set out herein, all work performed by Webevents is the copyrighted works of Webevents and all Intellectual Property Rights in and in relation to the Software, the Webevents' Content and any other materials developed or to be developed by Webevents shall remain vested in and be the exclusive property of Webevents. |
| 5.2 | All Intellectual Property Rights in the Client Content provided through the provision of the WebTrafficker Content Writing Services shall be the property of the Client provided that the Client shall have paid in full and on a timely basis for such Client Content in accordance with Clause 3. |
| 5.3 | All Intellectual Property Rights in any materials, articles or documents supplied by the Client shall remain vested in the Client. |
| 5.4 | If the Client becomes aware of any infringement or threatened infringement of any of the Webevents' IPR or of any action detrimental to any of such rights, the Client shall immediately notify Webevents giving full particulars of such matters and the Client shall make no comment or admission to any third party in respect of such matter. |
| 5.5 | Webevents shall have the sole conduct of any proceedings relating to any of the Webevents' IPR and shall in its sole discretion decide what action (including litigation, arbitration or compromise), if any, to take in respect of any infringement or alleged infringement of any of such rights or any other claim brought or threatened in respect of the use of any of such rights. |
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| 6 | Warranties and Indemnities |
| 6.1 | Each party warrants to the other that it has full power and authority to grant the rights to the other party as provided in the Agreement. |
6.2 | Webevents represents and warrants to the Client that it will provide the Services contemplated by the Agreement with reasonable care and skill, in good faith and in accordance with good industry practice. |
| 6.3 | The Client represents and warrants to Webevents that: |
| | 6.3.1 any materials delivered to Webevents under the Agreement shall be the property of the Client or the Client shall have licensed or obtained copyright permission to use such materials and none of the materials shall infringe copyright or patent laws, or involve the unauthorised use of the rights of any third party and do not contain any matter which is injurious to Webevents or any other person or which is illegal, scandalous, obscene, libellous, offensive to religion or defamatory or which would constitute a contempt of court; and
6.3.2 as at the Commencement Date, there is no litigation, proceeding or claim pending or threatened against the Client or any other party relating to any material to be utilised in performance of the Agreement. |
| 6.4 | Each party warrants to the other that in relation to the Information, it has and will at all times comply with all relevant requirements of the Data Protection Act 1998. |
| 6.5 | Except as expressly set out herein and to the fullest extent permitted by law, Webevents excludes all conditions, terms, representations (other than fraudulent representations) and warranties relating to the Services or materials supplied pursuant to the Agreement, whether imposed by statute or by operation of law or otherwise, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose. |
| 6.6 | Except to the extent caused by any fraud or dishonesty by Webevents, the Client agrees to indemnify Webevents to the fullest extent permitted by law from and against all liabilities, losses, damages, and reasonable expenses, including but not limited to legal fees and expenses, arising from or in connection with any claim or action as a result of the use of or possession of material or information provided by the Client under the Agreement. |
| 6.7 | The obligations set out in this clause shall survive variation, renewal, termination or expiry of the Agreement. |
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| 7 | Exclusion of Liability |
| 7.1 | Nothing in this clause shall exclude or limit either party's liability for fraud or negligent misrepresentation or for personal injury or death resulting from the negligence of either party or its agents or employees. |
| 7.2 | Webevents shall not be liable in any way for any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings) or any special or indirect or consequential losses, howsoever caused, whether or not such losses were within the contemplation of the parties at the Commencement Date, suffered or incurred by the Client arising out of or in connection with the Client's use of the Services provided pursuant to the Agreement or any other matter under the Agreement. |
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| 8 | Term and Termination |
| 8.1 | The Agreement shall commence on the Commencement Date. |
| 8.2 | The Agreement shall continue in full force and effect unless terminated in accordance with its provisions for the Initial Term of twelve months unless expressly stated otherwise in the Purchase Order. Thereafter the Agreement will remain in force unless terminated by either party giving to the other party at least one month's written notice of its intention to terminate the Agreement. |
| 8.3 | Without prejudice to either party's other rights and remedies, either party may terminate the Agreement by immediate written notice to the other in the event that the other party: |
| | 8.3.1 ceases or threatens to cease to carry on business; or
8.3.2 is subject to bankruptcy or liquidation proceedings (other than a voluntary liquidation for the purpose of reconstruction or amalgamation), is determined to be insolvent or otherwise is unable to meet its financial obligations, or has a receiver or administrator appointed over all or any material part of its assets; or
8.3.3 commits a material breach of any provision of the Agreement, provided that in the case of any such material breach that is capable of remedy, termination shall only occur if the breach shall not have been remedied within thirty days of the other party having been given notice in writing specifying the nature of the breach and requiring it to be remedied. Any restriction or suspension of the Services by Webevents in accordance with Clause 3.3 shall not constitute a breach of this Agreement; or
8.3.4 commits a material breach of any provision of the Agreement which has been previously breached once and then remedied. |
| 8.4 | Termination of the Agreement shall be without prejudice to any existing rights and/or claims that a party may have against the other party, and shall not relieve the other party from fulfilling its obligations accrued prior to such termination. |
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| 9 | Consequences of Termination |
| 9.1 | Upon termination or expiry of the Agreement however arising: |
| | 9.1.1 Webevents shall cease to provide the Services to the Client;
9.1.2 the Client shall immediately cease to use the Webevents IPR and any other Intellectual Property Rights and any other rights of Webevents relating to the Services;
9.1.3 the Client shall immediately pay to Webevents all outstanding charges under the Agreement up to the date of termination; and
9.1.4 the Client shall immediately deliver and return to Webevents all material and information supplied by Webevents pursuant to the Agreement except that this clause shall not apply to the Client Content supplied by Webevents pursuant to the Agreement provided that such Client Content shall have been paid for in full by the Client. |
| 9.2 | All provisions of the Agreement which in order to give effect to their meaning need to survive its termination shall remain in full force and effect after termination. |
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| 10 | Suspension of Services |
| 10.1 | Webevents may temporarily suspend the Services without compensation or recourse for the purpose of carrying out work at its premises or maintaining or upgrading its systems. Webevents will endeavour to give the Client prior notice of such suspension but may be unable to do so and is not obliged to do so. |
| 10.2 | Webevents may immediately and without notice suspend the provision of the Services to the Client without compensation or recourse in the event that: |
| | 10.2.1 it is required to do so in order to comply with a legal order or request from an emergency service, governmental or other competent authority; or
10.2.2 it is reasonably aware or suspects that the Client is in breach of Clause 11; or
10.2.3 it is taking this action in accordance with Clause 3.3. |
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| 11 | Acceptable Use |
| 11.1 | The Client may only use the Services in accordance with the Agreement and, in any event, for lawful and proper purposes which include complying with all applicable laws and regulations. The Client agrees that it will not: |
| | 11.1.1 do anything or include any information on its website which is or may be harmful, illegal, obscene, offensive, threatening, defamatory, deceptive, discriminatory or otherwise in breach of any applicable laws or regulations;
11.1.2 use the Services in a manner which may cause an infringement of copyright, privacy or the rights of Webevents or any other party including but not limited to any attempt to reproduce, copy or duplicate Webevents' Content or other work performed by Webevents pursuant to the Agreement. Copyrights may be purchased outright by the Client or subject to limited use;
11.1.3 use the Services for or in connection with any illegal or unethical marketing practice including but not limited to spamming;
11.1.4 interfere or attempt to interfere with the operation of the Services or networks connected to the Services or Software via whatever means including but not limited to uploading or transmitting material containing corrupt data or software viruses or to intercept or access without authority any system or data;
11.1.5 attempt to deface, copy, reverse engineer, disassemble, decompile, translate, modify or otherwise alter the Software; or
11.1.6 take any action that may lead to an unreasonably large load on Webevents' networks or infrastructure. |
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| 12 | Changes to the Agreement |
| 12.1 | Webevents reserves the right to amend, modify or vary these Terms and Conditions from time to time. Notice of any such amendment shall be given to the Client by the publication of modified Terms and Conditions on the Website. |
| 12.2 | Use of the Services by the Client after publication of the modified Terms and Conditions on the Website shall constitute acceptance of the amendment, modification or variation. |
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| 13 | Notices |
| 13.1 | Save as otherwise provided in this Agreement, any notice given under this Agreement shall be in writing and served by hand or by recorded or special delivery post to the address as the relevant party may designate to the other in writing from time to time. References in this Agreement to "in writing" shall also include by email which must be sent to the email address as the relevant party may designate to the other in writing from time to time. |
| 13.2 | Any notice shall be deemed to have been served immediately if delivered by hand, 48 hours after posting if delivered by recorded or special delivery post and 24 hours after transmission if delivered by email. |
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| 14 | Assignment |
| 14.1 | The Client may not assign or grant any sub-licences of any or all of its rights under the Agreement without the prior written consent of Webevents. |
| 14.2 | Webevents reserves the right to assign or otherwise transfer all or any of its rights under the Agreement at any time provided that such assignment shall not relieve Webevents of any of its obligations under the Agreement. |
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| 15 | Force Majeure |
| 15.1 | Neither party shall be liable to the other for any failure under the Agreement if and to the extent that such failure is due to force majeure which shall mean in relation to either party any circumstances beyond the reasonable control of the party concerned, including but not limited to war, acts of God, riot, terrorism, earthquake, accidents, explosion, fire, floods, abnormal weather conditions, any act or omission of Government or other agencies, failure of technical or electrical facilities not within such party's reasonable control, failure or shortage of fuel, power or materials, industrial action or trade disputes (except where such relates to employees or agents of the relevant party) or delay by suppliers. |
| 15.2 | The party affected by such a force majeure event shall as soon as reasonably practicable notify the other party in writing. In the event that the force majeure event so notified continues so as to prevent the performance of the Agreement for a period of two months or more after such notice then either party shall have the right to terminate the Agreement without liability for breach of contract and the clauses of the Agreement relating to the consequences of termination shall thereupon take effect. |
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| 16 | Confidentiality |
| 16.1 | Notwithstanding Clause 16.2, each party shall keep any information relating to the private business affairs of the other party confidential and will keep all such information secure and protected against theft, damage, loss or unauthorised access and will not disclose any such information to any other person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority. Each party undertakes to procure that its employees and agents are aware of and are bound by the provisions of this clause, and the obligations of this clause shall survive the variation, renewal or termination of the Agreement, but shall cease to apply to any information which has come into the public domain through no fault of the recipient. |
| 16.2 | The Client hereby gives permission to Webevents to use its name and logo for the sole purpose of inclusion in Webevents' marketing materials and related documents. The Client may withdraw this permission at any time by giving thirty days' written notice. |
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| 17 | General |
| 17.1 | Notwithstanding that any one or more clauses or sub-clauses of the Agreement may prove to be illegal, invalid or unenforceable, the remaining clauses and sub-clauses shall continue in full force and effect. |
| 17.2 | The Agreement and any other documents referred to herein shall constitute the entire agreement between the parties for the provision of the Services and supersedes all previous agreements, arrangements and undertakings between the parties. |
| 17.3 | The sections of the Agreement headed Limitation of Liability, Indemnity and Governing Law shall survive the termination of the Agreement. |
| 17.4 | The failure to exercise or delay in exercising any right shall not constitute a waiver of the right or remedy or a waiver of other rights or remedies by any party, and no course of conduct or acquiescence shall constitute such a waiver other than a notice to that effect given to the other party specifying the right in question. |
| 17.5 | Except in the case of any permitted assignment of this Agreement pursuant to Clause 14, a person who is not party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any clause of this Agreement. |
| 17.6 | Nothing in the Agreement is intended to or shall operate to create a partnership between the parties. |
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| 18 | Governing Law |
| 18.1 | The Agreement shall in all respects be governed by and construed in accordance with the laws of England and Wales and the parties hereby submit to the exclusive jurisdiction of the courts of those countries in respect of any matter arising from or in connection with the Agreement. |
